Xponential Fitness (XPOF) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 20, 2026, with stockholders able to participate and vote online using a unique control number.

• Stockholders of record as of March 30, 2026, are entitled to vote on the election of two Class II Directors and the ratification of Deloitte & Touche LLP as the independent auditor for 2026.

• The Board recommends voting for both director nominees and for the auditor ratification.

• Proxy materials and the 2025 Annual Report are available electronically and by mail, with multiple voting methods offered.

Voting matters and shareholder proposals

• Proposals include electing Rachel H. Lee and Lily Yang as Class II Directors and ratifying Deloitte & Touche LLP as auditor.

• Directors are elected by plurality; auditor ratification requires a majority of shares present or represented by proxy.

• No other business is expected, but proxies may vote on additional matters if they arise.

• Shareholder proposals for the 2027 meeting must be submitted by December 25, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of five members divided into three staggered classes, with three independent directors.

• Board committees include Audit, Human Capital Management, and Nominating and Corporate Governance, all with independent chairs.

• Lead Independent Director (currently Ms. Lee) sets Board agendas and leads executive sessions.

• Corporate Governance Guidelines, Code of Business Conduct and Ethics, and anti-hedging and clawback policies are in place.

• Directors are expected to attend all meetings; in 2025, each attended at least 75% of meetings.